Fti Consulting reports financial results

Item 2.02 Results of Operations and Financial Condition.

On October 29, 2026, FTI Consulting, Inc. ("FTI Consulting" or the "Company") issued a press release announcing financial results for the three and nine months ended September 30, 2026. A copy of the press release (including accompanying financial tables) (the "Press Release") is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The Company also held a conference call on October 29, 2026 to announce financial results for the three and nine months ended September 30, 2026. The text of the transcript of the conference call is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Company uses a presentation from time to time in its discussions with investors and analysts (the "Presentation"). The Presentation includes FTI Consulting's past and present financial results, operating data and other information. A copy of the Presentation is furnished as Exhibit 99.3 to this Current Report on Form 8-K and has been posted to the FTI Consulting website at www.fticonsulting.com.

Item 2.05 Costs Associated with Exit or Disposal Activities.

During the third quarter ended September 30, 2026, the Company initiated a plan to align staffing with demand (the "Plan"), which included targeted headcount reductions and real estate-related actions. All affected employees were notified by October 29, 2026, and the Plan included the termination of approximately 4% of the Company's more than 8,200 employees between the third quarter and fourth quarter of 2026. All such employees will be released subject to applicable notice periods.

In the third quarter, the Company recorded a special charge of $46.0 million, consisting of $45.5 million in salary- and benefits-related costs associated with the targeted headcount reductions and $0.5 million in non-cash real estate-related costs. The Company expects to record an additional special charge related to the Plan of approximately $7 million in the fourth quarter, consisting of approximately $2 million in salary- and benefits-related costs associated with the targeted headcount reductions and approximately $5 million in real estate-related costs.

Item 7.01 Regulation FD Disclosure.

In the Press Release and Presentation and during the call, FTI Consulting may have used or discussed information derived from consolidated and segment financial information that may not be presented in its financial statements or prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Certain of these measures are considered "non-GAAP financial measures" under rules promulgated by the Securities and Exchange Commission (the "SEC"). Specifically, the Company may have referred to the following non-GAAP financial measures:

• Total Segment Operating Income;

• Adjusted Segment EBITDA;

• Total Adjusted Segment EBITDA;

• Adjusted EBITDA;

• Adjusted EBITDA Margin;

• Adjusted Net Income;

• Adjusted Earnings per Diluted Share; and

• Free Cash Flow.

FTI Consulting has included the definition of Segment Operating Income (Loss), which is a GAAP financial measure, below in order to more fully define the components of certain non-GAAP financial measures in the accompanying analysis of financial information.

FTI Consulting defines Segment Operating Income (Loss) as a segment's share of consolidated operating income. FTI Consulting defines Total Segment Operating Income, which is a non-GAAP financial measure, as the total of Segment Operating Income (Loss) for all segments, which excludes unallocated corporate expenses. The Company uses Segment Operating Income (Loss) for the purpose of calculating Adjusted Segment EBITDA, which is a non-GAAP financial measure. FTI Consulting defines Adjusted Segment EBITDA as Segment Operating Income (Loss) before depreciation, amortization of intangible assets, remeasurement of acquisition-related contingent consideration, special charges and goodwill impairment charges. The Company uses Adjusted Segment EBITDA as a basis to internally evaluate the financial performance of its segments because the Company believes it reflects core operating performance and provides an